EXHIBIT 10.1


                              CONSULTING AGREEMENT


THIS  CONSULTING  AGREEMENT (the "Agreement") is entered into on March 10, 2004,
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by  and  between  CALYPSO  WIRELESS,  INC.,  a  Delaware corporation having it's
principal  offices  at  5753 NW 158 Street, Miami Lakes, FL. 33014 ("Calypso" or
                                                                     -------
"Company"),  and  SEARS  &  CRAWFORD,  L.L.P.,  a  Texas corporation having it's
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principal  offices  at  300  Fannin  Street,  Suite  300,  Houston,  Texas 77002
(Consultant").
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                                    RECITALS

     A.     Calypso  is  in  the  process  of  recovering  from  VoiceTech
Communications  Corporation,  USA.,  certificate  number:  NU45709  representing
1,000,000  (one  million) shares of stock of Calypso Wireless, Inc., and desires
to  retain  the  services  of  Consultant to assist Calypso in connection of the
recovery  of  the  mentioned  stock.

     B.     Consultant  represents  to  Calypso  that  he  has the expertise and
experience to render the consulting services related to the Business of Calypso.

                                    AGREEMENT

     Therefore,  in  consideration  of  the  mutual  promises,  covenants  and
conditions  set forth herein, and for other good and valuable consideration, the
receipt  and  sufficiency  of which is hereby acknowledged, the parties agree as
follows:

1.   Consulting Services.  During the term of this Agreement, Consultant shall
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provide  Company  with  the  following  consulting  services  (the  "Services"):
                                                                     --------

     (a)  Assist  Company  in connection with preparation and filling a law suit
          for  the  recovery  from  VoiceTech  Communications Corporation, USA.,
          certificate  number:  NU45709  representing  1,000,000  (one  million)
          shares  of  stock  of  Calypso  Wireless,  Inc.

     Consultant  shall  not  negotiate  or enter into any contract, agreement or
understanding with any third-parties on behalf of Company.  Consultant shall not
be  required  to  perform  a  minimum  number  of  hours  of services under this
Agreement,  yet  Consultant  shall  provide  her/his  good faith best efforts to
provide  the  requisite time and effort to help Company achieve its business and
marketing  plans.  Calypso  recognizes  and agrees that Consultant is engaged in
several  business  activities  independent  of  the  Services.

2.   Consulting  Fee
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     In  consideration  of  the  Services to be rendered by Consultant as agreed
     between  Consultant  and  Calypso  on  "Contract  of  Employment" signed on
     February  10,  2004,  Calypso  shall  remunerate  Consultant  by  granting
     Consultant  two  hundred  thousand  (200,000)  free  trading  S-8 shares of
     Calypso  Wireless, Inc., common stock $0.10 (CLYW) par value per share (the
     "Common Stock"), subject to the terms and conditions of this Agreement. The
     shares  will  be  forwarded  to  Consultant as requested from Consultant on
     three  certificates  as  follow:  66,600  (sixty  six thousand six hundred)
     shares  to ROSS SEARS, 58,400 (fifty eight thousand four hundred) shares to
     JAMES  C.  CRAWFORD  and  75,000  (seventy five thousand) shares to ROSS A.
     SEARS  II,  as soon as reasonably possible after the completion of the term
     of  this  agreement.


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3.   Securities  Representations.  Consultant  hereby  represents  that:
     ---------------------------

     3.1     Consultant  is  an  "Accredited  Investor," as such term is defined
under  Rule  501  of  Regulation  D  of  the Securities Act of 1933, as amended;

     3.2     Consultant  has  discussed  with  Company's management the business
plans  for  the  Company;

     3.3     Consultant  has  had  the opportunity to question the principals of
Company  as to all matters which he deems material and relevant to his decision,
if  applicable,  to  purchase  the  Company's  Common  Stock,  and  has  had the
opportunity to obtain any and all additional information necessary to verify the
accuracy of the information received or any other supplemental information which
he  deems  relevant  to  make  an  informed  investment  decision;  and

     3.4     Consultant  understands the risks of an investment in the Company's
Common Stock, and has consulted with an attorney and/or accountant to the extent
he  deemed  it  necessary  in  reviewing his acquisition of the Company's Common
Stock.

4.     Representations  and  Warranties  of Consultant.  In connection with this
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Consulting  Agreement,  Consultant  hereby represents, warrants and confirms the
following  understandings  to  the  Corporation  as  follows:

     4.1     Review  and  Evaluation  of  Information.  Consultant  (i) has been
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provided  with  information  b.  concerning  the  formation  and organization of
Company  and the development of its business prospects to date, (ii) has had the
opportunity to inspect the assets of the Company and its business, corporate and
financial  records,  (iii) has had the opportunity to ask the Company's officers
and  directors  questions  about  the  Company's business, operations, financial
records  and  proposed  operations  as  well as the Company's current growth and
market  strategy,  (iv)  has  had  the  opportunity  to  review and evaluate all
information  provided  by  the  Company's  business  development and acquisition
prospects,  (v)  has had the opportunity to interview and independently evaluate
the  management  and  operations  personnel of the Company, and (vi) has had the
opportunity  to  obtain,  and  has obtained, all information required to form an
informed  independent  evaluation of the likelihood of the success or failure of
the  Company  and its proposed new business initiatives. Consultant has also had
the opportunity to ask questions about the Consulting Agreement and has obtained
such  additional  information  as  requested  to  the extent deemed necessary to
permit  full  evaluation of the merits and risks of an investment in the Shares.
In addition, Consultant has consulted with its investment, accounting, legal and
tax  advisors  as  it deemed necessary and appropriate in making his decision to
acquire  the  Shares.

     4.2     Forward-Looking  Information.  Consultant  understands  and  agrees
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that  all  statements  contained  in  the  business  plans for the Company's new
business  initiatives,  other  than  statements  of  historical  fact,  such  as
statements  regarding  the  Company's  financial  projections,  estimated future
revenues,  net  income,  business  strategy  and plans and objectives for future
operations,  are Aforward-looking statements@.  These forward-looking statements
are  commonly  identified  by  the  use  of  phrases  as Aintends,@ Aestimates,@
Aexpects,@ Aprojects,@ Aanticipates,@ Aforeseeable future,@ Aseeks,@ Abelieves,@
and  Ascheduled@.  The  Company's  financial  projections  were  based  upon
assumptions  which  the  Company and/or its vendors believe to be reasonable but
which  have  not  been reviewed by any independent professional on behalf of the
Company.  Consultant acknowledges and agrees that there can be no assurance that
such  assumptions will be correct and that actual results will not be materially
different  from  those  set  forth  in  the  business plans for its new business
initiatives.

     4.3     Consultant  's  Financial  Experience.  Consultant  is sufficiently
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experienced  in  financial  and business matters to be capable of evaluating the
merits  and  risks  of  his  investment  in  the  Shares.

     4.4     Independent  Evaluation.  Consultant  acknowledges  that  its
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investment  is  being  made  based  upon his independent analysis, together with
assistance  from his investment, accounting, legal and tax advisors as he deemed
necessary  and  appropriate in making an investment decision with respect to the


<PAGE>
Shares, and that Consultant and its advisors are not relying upon any statement,
opinion,  conclusion, projection or other analysis of the Company or any Company
representative.

     4.5     Suitability  of  Investment.  Consultant  has been advised that the
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Company  has  a  limited operating history and that its new business initiatives
are  undeveloped,  and  there  can be no assurance that the Company will ever be
profitable.  Consultant  has  evaluated  the  merits  and  risks of Consultant's
proposed  acquisition  of  the  Shares,  including  those  risks  particular  to
Consultant's  circumstances,  and has determined that the investment is suitable
for Consultant. Consultant has adequate financial resources for an investment of
this  character,  and  could  bear  a  complete loss of his investment. Further,
Consultant  will  continue  to have, after making his investment in the Company,
adequate  means  of  providing  for  its  current operations, the needs of those
dependent  on  Consultant,  and  its  possible  contingencies.

     4.6     Unregistered  Offering.  Consultant  and  its  Consultant
             -----------------------
Representative,  if  any, understands that the Shares not being registered under
the  Act  because the sale is exempt from registration under the Securities Act,
and  rules  and  regulations  promulgated  there  under, as a "transaction by an
issuer  not  involving  any  public  offering,"  and  pursuant  to certain other
exemptions, and that the availability of such exemptions is predicated, in part,
on  Consultant's  representations  and  warranties  contained in this Consulting
Agreement.  In the view of the Securities and Exchange Commission, the statutory
basis  for  the  exemption claimed by the Company in connection with the sale of
Shares would not be present if, notwithstanding Consultant's representations and
warranties,  Consultant  has  the intention of acquiring any such securities for
resale  upon  the  occurrence  or  nonoccurrence  of  some  predetermined event.

     4.7     Limited Market for the Shares. Consultant understands that there is
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a  limited public market for the Shares, and that, as a result, an investment in
the  Company's  Common Stock may be highly illiquid.  Consultant may not be able
to  sell  its Shares readily or at all when it needs or desires to sell. Trading
in  the  Company's  Common  Stock  has  recently  been  reported in the National
Quotation  Bureau's  Pink  Sheets.  Consultant has been advised, however, that a
public  trading  market  having  the  characteristics  of  depth,  liquidity and
orderliness  depends upon the existence of market makers as well as the presence
of  willing  buyers  and sellers, which are circumstances over which the Company
does  not  have control.  There can be no assurance that the market will provide
significant liquidity for Consultant's sale of the Shares. Consultant can afford
to  hold  the  Shares  for  an  indefinite  period  of  time.

     4.8     Absence  of  Official  Evaluation.  Consultant  understands that no
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federal or state agency has made any finding or determination as to the fairness
of  the  terms  of  an  investment  in  the  Company,  nor any recommendation or
endorsement  of  an  acquisition  of  the  Shares.

     4.9     Residency.  Consultant's  residence or principal place of business,
             ----------
as  applicable,  is the country and state or other jurisdiction indicated below,
and Consultant's citizenship or jurisdiction of incorporation, as applicable, is
as  indicated  opposite  his  or  its  signature  to  this Consulting Agreement.
Consultant  has  no  intent of changing his residency, citizenship, or principal
office  to  any  other  country  or  state  or  jurisdiction.

     4.10     Consultant Information.  Consultant understands that acceptance of
              ----------------------
his  Consulting  Agreement  is  based,  in  part, on the information provided by
Consultant  to  the Company. Consultant represents that the information provided
by  Consultant is true, correct, and complete at the date hereof, and Consultant
agrees  to  notify  the  Company  immediately of any change in such information.
Consultant  understands that the information furnished is intended to enable the
Company  to  discharge  its responsibilities and that the Company will rely upon
such  information.

Consultant  understands  and agrees that, although the Company will use its best
efforts  to keep the information provided by purchaser strictly confidential, it
may  present  the  information  provided  to  it  to such parties as it may deem
advisable  if  called  upon  to  establish the availability under any federal or
state  securities  laws,  or if the contents hereof are relevant to any issue in


<PAGE>
any  action, suit or proceeding to which the Company is a party, or by which the
Company  is  or  may  be  bound.

     4.11     Nonreliance.  Consultant  is  not  relying  on  the Company or any
              ------------
legal  opinion  with respect to the tax and economic effect of his investment in
the  Company.

     4.12     Prohibitions  on  Cancellation,  Termination,  Revocation,
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Transferability,  and  Assignment.  Consultant  hereby  acknowledges  and agrees
           ----------------------
that,  except as may be specifically provided herein or by applicable law, it is
not entitled to cancel, terminate, or revoke this Consulting Agreement, and this
Consulting  Agreement  shall survive the death, dissolution or other termination
of  Consultant,  as  applicable,  and  any  transfer  of  the  Shares.

     4.13     Indemnification  of The Company and The Seller.  Consultant agrees
              -----------------------------------------------
to  indemnify and hold harmless the Company against any and all loss, liability,
claim,  damage,  and  expense whatsoever (including, but not limited to, any and
all  expenses  whatsoever,  including  attorneys'  fees,  reasonably incurred in
investigating,  preparing,  or  defending  against  any  litigation commenced or
threatened  or any claim whatsoever through all appeals) arising out of or based
upon  any false representation or warranty or breach or failure by Consultant to
comply  with any covenant or agreement made by Consultant herein or in any other
document  furnished  by Consultant in connection with this Consulting Agreement.

     4.14     State  Securities  Laws.  Consultant  received  this Agreement and
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first  learned  of  the  Consulting Agreement offer hereby in Miami.  Consultant
executed  and  will  execute  all  documents  contemplated  hereby in Miami, and
intends  that  the  laws  of  Florida  govern  this  Consulting  Agreement.

     4.15     Authority.  Consultant  has  the  capacity, power and authority to
              ----------
execute  this  Consulting  Agreement and perform it obligations hereunder.  This
Agreement  has  been duly executed and delivered by Consultant and (assuming the
due  execution  and  delivery hereof by the Corporation) constitutes a valid and
binding  obligation  of  Consultant enforceable against Consultant in accordance
with  its  terms.


5.     Representations  of  the  Corporation.  The Corporation hereby represents
       -------------------------------------
and warrants to Consultant that, upon the services rendered the Corporation will
issuance  and  delivery the Stock to Consultant in accordance with the terms and
conditions of this Agreement, the Stock will be duly authorized, validly issued,
fully  paid  and nonassessable; and Consultant will be the true and lawful owner
of  the  Stock,  and will hold such Stock free and clear of any and all security
interests,  liens,  claims,  options,  charges  or  other  legal  or  equitable
restrictions.

7.     Term.  The  term  of  this  Agreement (the "Initial Term") shall commence
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(the  "Commencement Date") on the date the "Contract of Employment" was executed
       -----------------
on  February  10,  2004  and  shall  terminate on April 30, 2004, subject to the
provisions  of  Paragraph  12  hereof.

8.     Certain  Restrictive  Covenants:  Confidentiality;  Noncompetition;  Non
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Solicitation.
------------

     8.1.     Confidentiality.  Consultant  recognizes,  acknowledges and agrees
              ---------------
with  Company  that  he  will  not  at  any  time,  except in performance of her
obligations  to  Company hereunder or with the prior written consent of Company,
directly  or  indirectly,  reveal  to  any  person, entity or other organization
(other  than  Company,  or  its  employees, officers, directors, shareholders or
agents)  or use for her own benefit any information deemed to be confidential by
Company  or  any  of  its  subsidiaries  or  affiliates  (such  subsidiaries and
affiliates,  collectively  "Affiliates") ("Proprietary Information") relating to
                            ----------     -----------------------
the  assets, liabilities, employees, goodwill, business or affairs of Company or
any  of its Affiliates including, without limitation, any information concerning
past,  present  or  prospective  customers, technology, commercial and strategic
relationships,  marketing  data,  or  other  Proprietary Information used by, or
useful to, Company or any of its Affiliates and known (whether or not known with
the  knowledge and permission of Company or any of its Affiliates and whether or
not  at  any  time  prior  to  the date of this Agreement developed, devised, or
otherwise  created  in  whole  or  in  part  by  the  efforts  of Consultant) to


<PAGE>
Consultant  by  reason of performance of the Services, shareholdings in or other
association  with  Company  or any of its Affiliates.  Consultant further agrees
that  he  will  retain  all  copies  and  extracts  of  any  written Proprietary
Information  acquired  or developed by her during any such service, shareholding
or  association  in  trust  for  the sole benefit of Company, its Affiliates and
their  successors  and  assigns.  Consultant  further  agrees  that he will not,
without  the  prior written consent of Company, remove or take from Company's or
any  of its Affiliate's premises (or if previously removed or taken, he will, at
Company's  request,  promptly return) any written Proprietary Information or any
copies  or  extracts  thereof.  Upon  the request and at the expense of Company,
Consultant  shall  promptly  make  all  disclosures, execute all instruments and
papers  and perform all acts reasonably necessary to vest and confirm in Company
and  its Affiliates, fully and completely, all rights created or contemplated by
this  Section  8.1.  The  term  "Proprietary  Information"  shall  not  include
                                 ------------------------
information that is or becomes generally available to the public other than as a
result  of  a  disclosure  by,  or  at  the  direction  of,  Consultant.

     8.2.     Covenant  Not  to  Compete;  Nonsolicitation.  (a)  Consultant
              --------------------------------------------
recognizes, acknowledges and agrees with Company that, for so long as Consultant
renders  the  Services  to  Company and continuing for a period (the "Restricted
                                                                      ----------
Period")  equal to the greater of (i) one year following the termination of this
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Agreement  for  any  reason  and  (ii) the remainder of the Initial Term and any
Renewal Term, as the case may be, he will not, without the prior written consent
of  Company,  directly or indirectly, and whether as principal or investor or as
an  employee,  officer,  director,  manager,  partner,  consultant,  agent  or
otherwise,  alone  or  in  association  with  any  other  person, firm, company,
corporation  or  other  business organization, carry on a Competing Business (as
hereinafter  defined)  in  any country in which Company or any of its Affiliates
has  engaged,  presently  engages,  or  will  engage  during  such  period, in a
Competing  Business  (including,  without  limitation,  any  area  in  which any
customer  of  Company  or  any  of  its  Affiliates  may  be  located).

          (b)     As a separate and independent covenant, Consultant agrees with
Company  that,  for  so  long  as Consultant renders the Services to Company and
continuing  for  the  Restricted  Period,  he  will  not in any way, directly or
indirectly  (except  in  the course of her performance of the Services), for the
purpose of conducting or engaging in any Competing Business, call upon, solicit,
advise  or  otherwise  do, or attempt to do, business with any person who is, or
was,  during  the then most recent 12-month period, a customer of Company or any
of  its  Affiliates,  or  take  away  or  interfere  or  attempt to take away or
interfere  with  any custom, trade, business, patronage or affairs of Company or
any of its Affiliates, or interfere with or attempt to interfere with any person
who  is,  or  was  during  the  then  most  recent 12-month period, an employee,
officer,  representative  or  agent  of  Company  or  any  of its Affiliates, or
solicit, induce, hire or attempt to solicit, induce or hire any of them to leave
the  employ  of  Company  or any of its Affiliates or violate the terms of their
contracts,  or  any  employment  arrangements,  with  it.

          (c)     For  purposes  of  this  Section 8.2, carrying on a "Competing
                                                                       ---------
Business"  means  operating  a  business  that competes with the Business of the
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Company or providing information pursuant thereto in a manner that competes with
Company or any of its Affiliates as of the date hereof or at any time thereafter
during  the  Restricted  Period,  and  any business that, in the judgment of the
Board, competes with or is reasonably expected to compete with Company or any of
its  Affiliates; provided, however, that nothing herein shall limit the right of
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Consultant  to  own  not more than 1% of any of the debt or equity securities of
any  business  organization  that is then filing reports with the Securities and
Exchange  Commission  pursuant to Section 13 or 15(d) of the Securities Exchange
Act  of  1934.

     8.3.     Exclusive  Property.  Consultant  confirms  that  all  Proprietary
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Information  is  and  shall  remain  the  exclusive  property of Company and its
Affiliates.  All  business  records,  papers  and  documents  kept  or  made  by
Consultant  relating to the Business of Company shall be and remain the property
of  Company  and  its  Affiliates.

     8.4.     Assignment  of  Inventions.  (a) If at any time or times prior to,
              --------------------------
during  the  term  of this Agreement or during the two-year period following the
termination  of  this  Agreement (either alone or with others) makes, conceives,
creates,  discovers, invents or reduces to practice any invention, modification,
discovery,  design, development, improvement, process, software program, work of
authorship,  documentation, formula, data, technique, know-how, trade secret, or


<PAGE>
intellectual  property  right whatsoever or any interest therein (whether or not
patentable  or  registrable  under  copyright,  trademark or similar statutes or
subject  to  analogous protection (each, an "Invention") that (i) relates to the
                                             ---------
Business  of  Company or any of its Affiliates or any customer of or supplier to
Company  or  any  of  its  Affiliates  or  any of the products or services being
developed, manufactured or sold by Company or any of its Affiliates or which may
be used in relation therewith; or (ii) results from tasks assigned to Consultant
by  Company  or any of its Affiliates; or (iii) results from the use of premises
or  personal  property  (whether  tangible  or  intangible)  owned,  leased  or
contracted for by Company or any of its Affiliates, then all such Inventions and
the  benefits  thereof  are  and  shall immediately become the sole and absolute
property  of  Company  and  its  assigns,  as  works made for hire or otherwise.

          Consultant  hereby  agrees  that he shall promptly disclose to Company
(or any persons designated by it) each such Invention. Consultant hereby assigns
all  rights (including, but not limited to, rights to any inventions, patentable
subject  matter,  copyrights  and  trademarks) he may have or may acquire in the
Inventions and all benefits and/or rights resulting therefore to Company and its
assigns  without  further  compensation  and  shall communicate, without cost or
delay,  and  without  disclosing  to  others the same, all available information
relating  thereto  (with  all  necessary  plans  and  models)  to  Company.

          (b)     Consultant hereby agrees to, during the term of this Agreement
and  at  any time thereafter, at the request and cost of Company, promptly sign,
execute,  make  and do all such deeds, documents, acts and things as Company and
its  duly  authorized  officers  may  reasonably  require:

     (i)       to  apply  for,  obtain, register and vest in the name of Company
     alone  (unless  the  Company  otherwise  directs)  patents,  copyrights,
     trademarks  or  other  analogous  protection  in any country throughout the
     world  relating to an Invention and when so obtained or vested to renew and
     restore  the  same;  and

     (ii)       to  defend  any  judicial,  opposition  or  other proceedings in
     respect  of  such  applications  and  any  judicial,  opposition  or  other
     proceedings,  petitions  or applications for revocation of any such patent,
     copyright,  trademark  or  other  analogous  protection.

          (c)     If  Company  is  unable,  after  reasonable  effort, to secure
Consultant's  signature  on  any application for patent, copyright, trademark or
other  analogous  registration or other documents regarding any legal protection
relating  to  an  Invention,  whether because of Consultant's physical or mental
incapacity  or  by  any  other  reason whatsoever, Consultant hereby irrevocably
designates  and  appoints Company and its duly authorized officers and agents as
her  agent  and  attorney-in-fact,  to  act  for  and in her behalf and stead to
execute  and file any such application or applications or other documents and to
do  all other lawfully permitted acts to further the prosecution and issuance of
patent,  copyright  or  trademark  registrations  or  any other legal protection
thereon  with  the  same  legal  force  and effect as if executed by Consultant.

     8.5.     Certain  Remedies.  Without  intending  to  limit  the  remedies
              -----------------
available  to Company and its Affiliates, Consultant agrees that a breach of any
of  the  covenants  contained  in  this  Section  8  may  result in material and
irreparable  injury  to Company or its Affiliates for which there is no adequate
remedy at law, that it will not be possible to measure damages for such injuries
precisely and that, in the event of such a breach or threat thereof, Company and
its  Affiliates  shall  be  entitled  to seek a temporary restraining order or a
preliminary  or  permanent  injunction, or both, without bond or other security,
restraining  Consultant from engaging in activities prohibited by this Section 8
or  such  other  relief  as  may  be required specifically to enforce any of the
covenants  in  this  Section  8.  Such  injunctive  relief in any court shall be
available  to  Company  and  its  Affiliates  in lieu of, or prior to or pending
determination  in,  any  arbitration  proceeding.

9.     Representations of Consultant.  Consultant hereby represents and warrants
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to  Company that (i) he has the full, complete and entire right and authority to
enter  into  this  Agreement, (ii) the execution of this Agreement by Consultant
and the performance of Consultant's Services hereunder will not violate, or be a
breach of, any agreement, law or commitment or responsibility of any kind with a
former employer, client, or any other person or entity (whether government-owned
or  otherwise).


<PAGE>
     Consultant  has  and  will  continue  to truthfully disclose to Company the
following  matters,  whether  occurring,  at any time preceding the date of this
Agreement  or  at  any  time  during  the  term  of  this  Agreement:

     9.1.     any criminal complaint, indictment or criminal proceeding in which
Consultant  is  named  as  a  defendant;

     9.2.     any  allegation,  investigation,  or  proceeding,  whether
administrative,  civil  or criminal, against Employee by any licensing authority
or  industry  association;  and

     9.3.     any  allegation,  investigation  or  proceeding,  whether
administrative,  civil,  or  criminal,  against  Consultant  for  violating
professional  ethics  or  standards,  or  engaging  in illegal, immoral or other
misconduct  (of  any  nature  or  degree),  relating to the Business of Company.

10.     Independent  Contractor.  Neither  party  is  hereby  constituted  an
        -----------------------
employee,  agent or legal representative of the other party, except as expressly
set  forth  in  this  Agreement,  and  neither is granted any right or authority
hereunder  to  assume or create any obligation, expressed or implied, or to make
any  representation, covenant, warranty or guaranty, except as expressly granted
or  made  in  this  Agreement.  Nothing  contained  in  this  Agreement shall be
construed  as  to  constitute  Consultant  or  any  of  her employees, agents or
representatives  as  employees,  agents  or legal representatives of Company, it
being  intended  that  the  Consultant  is an independent contractor of Calypso.

11.     Arbitration.  Any  controversy  or  claim  arising out of or relating to
        -----------
this  Agreement,  or the breach thereof, shall be settled by binding arbitration
in  Miami-Dade  County,  Florida,  USA,  in  accordance  with  the  Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  The  arbitration shall be conducted in the English language before and
by  a  single  arbitrator  selected  by  the  parties.  If  the parties have not
selected  an  arbitrator within ten (10) days of written demand for arbitration,
the  arbitrator  shall  be  selected  by  the  American  Arbitration Association
pursuant  to  the  then  current  rules  of  that  Association.  The expenses of
arbitration shall be divided equally between the parties.  The duty to arbitrate
shall  survive  the  cancellation  or  termination  of  this  Agreement.

12.     Termination;  Effect  of  Termination.
        -------------------------------------

     12.1     Termination.  Either party may terminate this Agreement by written
              ------------
notification  to the other party by the terminating party at least 30 days prior
to  the  expected date of termination; or (ii) in the event of mutual agreement,
by  written  notification  of  each  party  to  the  other  acknowledging  same.

     12.2     No  Other  Compensation  or  Benefits.  Consultant  shall  have no
              -------------------------------------
further  right  to  receive  any  other  compensation  or  benefits  after  the
termination of this Agreement, except for vested accrued benefits as of the date
of  termination  as  determined  in  accordance  with  the terms of the employee
benefit  plans  or  programs  of  Company  or  as  required  by  law.

13.     Miscellaneous  Provisions.
        -------------------------

     13.1     This  Agreement  will be governed by and construed and enforced in
accordance  with  the  laws  of  the  State  of  Florida.

     13.2     This  Agreement  will  be binding upon and will operate solely for
the  benefit  of  the  parties  to  this  Agreement.  This  Agreement may not be
assigned  by  any  party without the prior written consent of all of the parties
hereto,  provided  however, that notwithstanding the foregoing, Calypso shall be
entitled  to assign this Agreement to its potential successor interest including
any  non-U.S.  entity  without  the  consent  of  Consultant.

     13.3     This  Agreement contains the entire agreement of the parties as to
the  matters  set  forth  herein.  This  Agreement  cannot  be altered, amended,
supplemented or modified except by an instrument in writing signed by all of the
parties  to  this  Agreement.


<PAGE>
     13.4     The  invalidity or unenforceability of any particular provision of
this  Agreement  will not affect the other provisions of this Agreement, and the
Agreement  will be construed in all respects as if such invalid or unenforceable
provisions  were  omitted.

     13.5     This  Agreement  may be executed in one or more counterparts, each
of  which  will be deemed an original and all of which together shall constitute
one  agreement.

     13.6     This Agreement may be executed by facsimile signature and any such
signature  shall  be  of  the  same  force  and effect as an original signature.

                                    * * * * *


<PAGE>
     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed this Consulting
Agreement  as  of  the  date  set  forth  above.



                                   SEARS  &  CRAWFORD,  L.L.P.


                                   By:/s/  Clay  Crawford
                                      -------------------
                                      Clay  Crawford
                                      Consultant





                                   CALYPSO  WIRELESS,  INC.,  a
                                   Delaware  corporation.



                                   By:/s/  David  Davila
                                      ------------------
                                      David  Davila,  President  &  CEO


<PAGE>